CONFLICTS OF INTEREST
The following resolution has been adopted by the Box Elder Estates Homesite Subdivision Homeowners Association, Inc. ("Association") pursuant to Colorado statutes, at a meeting of the Board of Directors (“Board”) to establish a policy and procedure for handling conflicts of interest by Board members.
A. All Directors shall exercise their power and duties in good faith and in the interest of, and with utmost loyalty to the Association and owners. All Directors shall comply with all lawful provisions of the Association’s Declarations, Bylaws, Articles of Incorporation, and Rules and Regulations.
B. Any duality of interest or possible conflict of interest on the part of any Director shall be disclosed to the other Directors at the first meeting of the Board at which the interested Director is present after the conflict of interest is or should be discovered. Such disclosure shall be made a matter of record in the minutes of the Board meeting at which the disclosure of the conflict or possible conflict of interest is made.
C. Any Director having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter. The minutes of the meeting shall reflect the abstention from voting and the reason for the abstention.
D. The foregoing requirements shall not be construed as preventing the interested Director from briefly stating his or her position in the matter nor from answering pertinent questions of other Board members since his or her knowledge may be of great assistance.
E. Any breach or suspected breach of this resolution by a Director shall be brought to the attention of the remaining Board members for appropriate action.
F. If the remaining Board members by a majority vote determine that a breach of this resolution has occurred, it may impose sanctions upon the interested Director as appropriate and reasonable. If the breach is determined by a majority vote of the remaining Directors to be knowingly and willfully committed, the Board may accept the breach as the interested Director’s resignation from the Board of Directors.
G. From the date of adoption of this resolution set forth above, all Directors shall serve subject to the requirements of this resolution.
PRESIDENT'S CERTIFICATION: The President of the Box Elder Estates Homesite Subdivision Homeowners Association, Inc., a Colorado non-profit corporation, certifies that the foregoing policy and procedure was adopted by the Board of Directors of the Association, at a duly called and held meeting of the Board of Directors on August 8, 2006.